Fondul Proprietatea SA (FP) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. Welcome, everyone, to the Fondul Proprietatea Q1 2024 Results Conference Call. [Operator Instructions] I would now like to hand the call over to Marius Dan, Deputy Chief Executive Officer of Corporate Strategy. You may begin your conference.

Thank you. Good afternoon, and welcome, everyone, to our conference call to discuss the first quarter 2024 results and the April 2024 net asset value development. Johan Meyer, CEO of Romania Portfolio Manager; Catalin Cadaru, Financial Reporting Manager and myself are pleased to host today's call. The first quarter 2024 results report can be found on the Fund's website in the financial results section, and the presentation that we will be discussing is also available on our website at www.fondulproprietatea.ro in the Investor Relations section. After the presentation, we will have a 30-minute Q&A session. As a reminder, the conference call is being recorded. The recording will be made available on the Fund's website after the call. That being the agenda, I would like to turn to Johan to give an update on the Fund's Key facts and portfolio.

Thank you, Marius, and hello, everyone. Moving on to Slide 2 of the presentation, we show some key facts about the Fund. At the end of April, the Fund's NAV was RON 2.13 billion or $0.46 billion and the NAV per share reached RON 0.599 or just below USD 0.13. On the right-hand side, you can see the evolution of the funds adjusted share price and discount or premium since the fund listing in January 2011. At yesterday's close, the Fund was trading at a discount of 20.2% for the ordinary shares and 23.5. Now moving on to Slide 3. We show the fund's shareholder structure as of the end of April are reflecting no major changes since the last results call that we held in February. On Slide 4, we show a summary of the NAV, the share price and the GDRs performance since 2011 and the evolution of the Fund's average annual discount on the book rest and bundled stock exchanges. The NAV total return in the first quarter was a negative 0.6%. The total return from local shares was also negative 0.6%, and the total return for the GDRs was negative 5.3%. For the first 4 months of the year, the NAV total return was negative 0.3%. The total return for local shares was negative 1.2%, and the total return for the GDRs was negative 4.4%. Moving on to the next section on Slide 6. We show the portfolio structure at the end of April. It shows 78.1% in unlisted companies, 5.9% listed and 16% in cash and receivables. The net cash and receivable position at the end of April was $73.5 million. Now moving on to Slide 7. We show the main portfolio companies as at the end of April, which represented 79.7% of the Fund's NAV. On Slide 8, we present the 2023 figures for Bucharest Airports. Pleased to note, operating revenues increased by 21% compared to the previous year to RON 1.2 billion, and the operating profit reached RON 499.7 million and an increase from RON 345.8 million in the previous year. Net income also reached a record high levels of RON 453 million, an increase of 49% year-on-year with the main driver being the higher passenger traffic, which recovered to recovered levels reaching 14.7 million passengers, a 17% year-on-year increase. Management has proposed a 90% dividend share ratio from 2023 earnings. Regarding the litigation on the 7th of March this year, the Bucharest Court of Appeal ruled in favor of the fund to enroll the shareholders' resolution related to the share capital increase with certain NAND plots under Vana Serpo. The Bucharest Court of Appeal's decision is final. On the corporate governance front, the core board members have interim mandates and the selection process has started and is expected to be finalized in the next few months. Now moving on to Slide 9. We show the '23 figures for Constanta Port. Financial side, operating revenues increased by 12% to RON 571 million. Operating profit reached RON 195.9 million, up from RON 131.5 million in 2022, and net income was RON 195.4 million, up 71% compared to the previous year. Traffic reached 92.5 million tonnes in 2023, reflecting an increase of 22.4% year-over-year, driven by traffic on most of Ukrainian merchandise, which doubled year-on-year to approximately 25 million tonnes. High traffic also drove an improvement in profitability, which reached the RON 195.4 million figure mentioned earlier. The Board of the company did not propose a distribution of any dividends out of the 2023 profit. The Fund however has supplemented the agenda of the company's annual meeting coming on the 23rd of May and propose a distribution of a dividend of RON 44.2 million out of the '23 net profit, in line with the 25% payout limit set up by the government ordinance 22 of 1999 as amended. Also, the Fund introduced on the agenda of the Annual Shareholder Meeting, the proposal for a special dividend in total of RON 114.8 million out of the company's reserves. On the corporate governance front, all Board members have interim mandates and the selection process for the full mandate has not yet started. Now moving on to Slide 10, Salrom. Their operating revenues increased by 4% to RON 517 million. Operating profit was just shy of RON 141 million, up from RON 134 million in the previous year. And net income was RON 130.6 million, an increase of 8% on the previous year. Moving on to corporate governance. Following the finalization of the selection procedure for the Board members, shareholders appointed during the shareholder meeting that took a 23rd of February, Board members for a period of 4 years. Fondul appointed two out of the five members. Regarding the company's IPO, the Fund continues to engage with the majority shareholder and the company in relation to preparations for a potential IPR. Moving on to Slide 11, we show the key financials for the Fund's largest holdings, including the '23 figures, approved or pending shareholders' approval. Now moving on to the corporate actions section. I'd like to hand the floor back to Marius.

Thank you, Johan. Looking at Slide 13. This is where we outlined the Fund distribution since we started managing the Fund. The number that you can see for 2024 are estimates that we've made based on the daily buybacks that we've executed so far as well as the dividend distribution, which was approved by the Fund shareholders during the Annual Shareholder Meeting, which took place in April as well as the number of paid shares, which are excluding the treasury shares as of 10th of May. This number will continue to go up as we continue to buy back shares in the open market. And as a reminder, we can always accelerate the buyback program at any point in time. The total distribution that we have made since 2010, including the amounts for 2024, have reached RON 28.7 billion, which is approximately $7 billion. Moving on to the next slide. This is where we outline the latest updates on the Funds buyback program. The 50-buyback program was started earlier last month on the 8th of April is currently ongoing. We have the ability to buy back 1 billion shares, which is approximately 17.64% of the Fund's outstanding shares. Regarding the 14-buyback program, the number of shares, which was repurchased throughout 2023, the 2.11 billion shares were approved for cancellation by the Fund shareholders, and that process is currently ongoing. Moving on to Slide 15. This is where we include the details of the dividends that we expect to receive from the largest portfolio companies, which are up for shareholders' approval, RON 80.1 million run from Bucharest Airport, RON 63.7 million from Salrom, and we are waiting for Constanta Port. So the expected number from the top 5 holdings is around RON 144 million. Moving on to the following slide. This is where we show just a summary of the total dividend income received from the current portfolio companies for the last 10 years. On Slide 17, we outlined the Fund's financial calendar for the remainder of the year, where we have the semiannual call on the 30th of August and the third quarter 2024 results call on the 15th of November. The Fund's financial results for the period are included on the next slide. And I would like to invite Catalin Cadaru, Head of Financial Reporting to comment.

Thank you, Marius. On Slide 19, the balance sheet of the Fund. There were no significant changes in the portfolio of Fondul during the first quarter of 2024. There was an increase in the liquid assets of the Fund, meaning the current accounts and deposit, and this was due to the completion of the NGE disposal during the quarter. If we move to the next slide, the first quarter, Fondul had a loss of approximately RON 5.8 million, and this was mainly driven by the negative share price evolution of Alro, which was partially offset by the interest income generated by the cash placement and the distribution bank accounts. As a special remark during the first quarter of 2024 as a result of the recent fiscal changes, Fondul recorded a current income tax payable of approximately RON 400,000 corresponding to the first quarter of 2024.

Thank you, Catalin. At this point, we would like to open it up for any questions you have.

We will now begin the question-and-answer session. [Operator Instructions] There appears to be no questions at this time. I will now turn the call back over to Marius Dan, Chief Executive Officer of Corporate Strategy for closing remarks.

A question on the webcast. Can you please detail the evolution of the situation with Bucharest Airport?

Yes. So there are, at this point, really no further updates that we can share aside from what was previously communicated. So the situation is that the Bucharest Court of Appeal admitted the appeal of Fondul. And as I mentioned in my remarks earlier, the decision is final. We are still currently waiting for the full argumentation of the decision. So that is the full extent of the situation. So we would like to take -- it looks like we do not have any further questions. So we would like to thank again everyone for attending today's call. And if you have any additional questions, please do not hesitate to reach out to us. Have a good rest of the day. Thank you.

Thank you. This concludes today's conference call. We thank you for participating, and you may now disconnect.